KUKA AG releases Swisslog offer document for takeover offer

Acceptance period for Swisslog shareholders begins after expiry of waiting period

• Premium of 6.3 percent on the 25 September 2014 closing price and 14.4 percent on the volume-weighted average price of Swisslog shares over the last 60 trading days before 26 September 2014
• Through the new alliance, KUKA will tap the attractive logistics market and boost sales revenues in the General Industry business from 30 percent to some 50 percent

 

The shareholders of Swisslog Holding AG can accept the offer after the expiry of the waiting period of presumably 10 trading days and tender their shares. 
To do so, they must issue a written declaration to their respective custodian bank. The acceptance period ends on 17 November 2014, 4:00 pm CET. The executing bank for the offer is Bank Vontobel AG in Zurich.

As announced on 25 September 2014, Swisslog’s shareholders will receive CHF 1.35 per share tendered. The offer price represents a premium of 6.3 percent on the 25 September closing price. The takeover offer is conditional upon reaching the minimum acceptance threshold of two-thirds of the share capital, and is also subject to approval by cartel authorities.

Complementary markets

The planned combination of the two technology enterprises follows clear industrial logic: The aim is to create a new, global supplier of integrated automation solutions for numerous industries. With consolidated pro forma sales revenues of EUR 2.3 billion, based on their respective sales for 2013, the two companies together would be a strong supplier in a number of different automation markets around the world.

Both companies complement each other extremely well: KUKA is one of the world’s leading suppliers of robots and automated production systems, primarily serving customers in the automotive industry but also increasingly in other fast-growing sectors, such as the aviation and machine tool industries. Swisslog, whose brand and headquarters are to be preserved after the transaction, produces leading-edge automation solutions for forward-looking hospitals, warehouse centres and distribution hubs, with a focus on the wholesale/retail (including e-commerce), pharmaceuticals and refrigerated/frozen foods segments.

KUKA AKTIENGESELLSCHAFT

KUKA Aktiengesellschaft is an international enterprise with sales revenues of some EUR 1.8 billion and approximately 8,000 employees worldwide (as of 31 December 2013). The company focuses on robot-supported automation for industrial manufacturing processes and is one of the world’s leading suppliers of robotics, plant engineering and plant assembly services. KUKA’s business model is based on two business units: the Systems division which designs and builds automated systems and the Robotics division which supplies industrial robots, the core component of automated systems. The holding company and its two divisions are headquartered in Augsburg, Germany. Some 50 companies operate internationally for the automotive industry and in general industry markets. Reis Maschinenfabrik, consolidated since the beginning of the year 2014, operates as a system integrator for numerous automation applications in industry. Reis operates facilities in several countries, including China and the United States.

AS TO THE TENDER OFFER

The tender offer described or referenced in this announcement (the "Offer") is not directly or indirectly made in the United States of America, the United Kingdom, Japan, Australia, Canada or Japan nor in any other country or jurisdiction in which such Offer would be illegal, otherwise violate the applicable law or an ordinance or which would require KUKA Aktiengesellschaft to change the terms or conditions of the tender offer in any way, to submit an additional application to or to perform additional actions in relation to any state, regulatory or legal authority. It is not intended to extend the Offer to any such country or such jurisdiction. Documents relating to the Offer must neither be distributed in such countries or jurisdictions nor be sent to such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of securities of Swisslog Holding AG by anyone from such countries or jurisdictions. Shareholders of Swisslog Holding AG not resident in Switzerland who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the detailed offer restrictions included in the offer document which is available on the website of KUKA Aktiengesellschaft.

As to the share offering
This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities of KUKA Aktiengesellschaft. Any such offer will be made solely to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S of the Securities Act) or publications with a general circulation in the United States of America. This publication is not an offer of securities of KUKA Aktiengesellschaft for sale in the United States of America. The securities of KUKA Aktiengesellschaft have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act, as amended. KUKA Aktiengesellschaft does not intend to register any portion of any offered securities in the United States of America or to conduct a public offering of the Securities in the United States of America.
This publication is not an offer of securities of KUKA Aktiengesellschaft for sale in the United Kingdom, Canada, Japan or Australia."